-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WmEDmp7egLNF2m2vpnjg4vK0lJ3zses17rUzAhxWyCSFPDRKQ/R6LEuw0uNOCcC3 AFaH+YfLgftXmnVx73D+hA== 0000950127-05-000496.txt : 20050713 0000950127-05-000496.hdr.sgml : 20050713 20050713153925 ACCESSION NUMBER: 0000950127-05-000496 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050708 FILED AS OF DATE: 20050713 DATE AS OF CHANGE: 20050713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STOLT OFFSHORE S A CENTRAL INDEX KEY: 0000898685 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21742 FILM NUMBER: 05952365 BUSINESS ADDRESS: STREET 1: C/O STOLT COMEX SEAWAY MS LTD STREET 2: BUCKSBURN HOUSE HOWES RD BUCKSBURN CITY: ABERDEEN STATE: L2 ZIP: AB21 9RQ BUSINESS PHONE: 2036253667 MAIL ADDRESS: STREET 1: C/O STOLT COMEX SEAWAY M S LTD STREET 2: BUCKSBURN HOUSE HOWES ROAD BUCKSBURN CITY: ABERDEEN STATE: L2 ZIP: AB21 9RQ FORMER COMPANY: FORMER CONFORMED NAME: STOLT COMEX SEAWAY S A DATE OF NAME CHANGE: 19930315 6-K 1 a5021888_6k.txt REPORT OF FOREIGN PRIVATE ISSUER SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July, 2005 Commission File Number: 000-21742 Stolt Offshore S.A. --------------------------------------------- (Translation of registrant's name into English) c/o Stolt Offshore M.S. Ltd. Dolphin House Windmill Road Sunbury-on-Thames Middlesex, TW16 7HT, England ---------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F --- --- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __ Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________ In accordance with General Instruction B, item (i), attached herewith as Exhibit 99.1 is a press release, dated July 8, 2005, whereby Stolt Offshore S.A. (the "Company") announced that it had been awarded a two year extension to the contract for the Seaway Harrier by Petrobras in Brazil, with an option for an additional two years. The two year extension commences in early September 2005. This contract, valued at approximately $40 million for the first two years, is for the provision of diving services to water depths of 300 meters for new construction tasks and inspection, maintenance and repair work, together with ROV services to 3,000 meters. The information set forth above shall be deemed to be incorporated by reference into the prospectuses forming a part of the Company's Registration Statements on Form S-8 (No. 33-85168, No. 333-9292 and No. 333-74321) and the Company's Registration Statements on Form F-3 and Form F-3/A (No. 333-86288) and to be a part of such prospectuses from the date of the filing thereof. The attached press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Certain statements contained in the press release furnished pursuant to this Form 6-K may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will," "should," "seek," and similar expressions. The forward-looking statements reflect the Company's current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in the Company's public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from the Company's forward-looking statements: the general economic conditions and competition in the markets and businesses in which the Company operates; the Company's relationship with significant customers; the outcome of legal proceedings or governmental inquiries; uncertainties inherent in operating internationally; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond the Company's ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STOLT OFFSHORE S.A. Date: July 13, 2005 By: /s/ Stuart Jackson ----------------------------------- Name: Stuart Jackson Title: Chief Financial Officer EX-99.1 2 a5024534_exh99-1.txt PRESS RELEASE Stolt Offshore S.A. [GRAPHIC OMITTED] NEWS RELEASE Stolt Offshore S.A. Announces $40 million Contract Award in Brazil London, England - July 08, 2005 - Stolt Offshore S.A. (NASDAQ NM: SOSA; Oslo Stock Exchange: STO), today announced that it had been awarded a two year extension to the contract for the Seaway Harrier by Petrobras in Brazil, with an option for an additional two years. The two year extension commences in early September 2005. This contract, valued at approximately $40 million for the first two years, is for the provision of diving services to water depths of 300 metres for new construction tasks and inspection, maintenance and repair work, together with ROV services to 3,000 metres. Philippe Lamoure, Vice President South America Region, said "We are very pleased to have been awarded this extension to our long term contract for the Seaway Harrier. This award follows eight uninterrupted years of similar work by this ship for Petrobras during which we have achieved an excellent safety and operational track record. It also indicates the high degree of customer satisfaction with both the Seaway Harrier crew and our support organisation in Macae". ******************************************************************************** Stolt Offshore is a leading offshore contractor to the oil and gas industry, specialising in technologically sophisticated deepwater engineering, flowline and pipeline lay, construction, inspection and maintenance services. The Company operates in Europe, the Middle East, West Africa, Asia Pacific, and the Americas. ******************************************************************************** Forward-Looking Statements: Certain statements made in this press release may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like "anticipate", "believe", "estimate", "expect", "intend", "may", "plan", "project", "will", "should", "seek", and similar expressions. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant customers; the outcome of legal proceedings; uncertainties inherent in operating internationally; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements. Contacts: Julian Thomson / Deborah Keedy Stolt Offshore S.A. UK +44 1932 773764 or +44 1932 773767 US +1 877 603 0267 (toll free) julian.thomson@stoltoffshore.com deborah.keedy@stoltoffshore.com Patrick Handley (UK) / Ellen Gonda (US) Brunswick Group UK +44 207 404 5959 US +1 212 333 3810 phandley@brunswickgroup.com egonda@brunswickgroup.com If no longer wish to receive our press releases please contact: sandra.fenton@stoltoffshore.com -----END PRIVACY-ENHANCED MESSAGE-----